as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Fifth Supplemental Indenture Dated as of December 9, 2008 Supplement to Indenture dated as of March 15, 1987 providing for the issuance of Debt Securities

CITIGROUP INC.,

as Issuer

and

THE BANK OF NEW YORK MELLON,

as Trustee

Fifth Supplemental Indenture

Dated as of December 9, 2008

Supplement to Indenture dated as of March 15, 1987

providing for the issuance of

Debt Securities

FIFTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2008 (this “Fifth Supplemental Indenture”), between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture, dated as of March 15, 1987, supplemented by a First Supplemental Indenture, dated as of December 15, 1988, a Second Supplemental Indenture, dated as of January 31, 1991, a Third Supplemental Indenture, dated as of December 9, 1992, and a Fourth Supplemental Indenture, dated as of November 2, 1998 (as supplemented, the “Indenture”).

RECITALS:

WHEREAS, the Company is required to supplement the terms of the Indenture in order to issue Securities having the benefit of the Federal Deposit Insurance Corporation (“FDIC”) debt guarantee (the “FDIC Debt Guarantee”) under the FDIC’s Temporary Liquidity Guarantee Program (“TLG Program”);

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Sections 13.03 and 14.03 of the Indenture to the effect that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Fifth Supplemental Indenture have been complied with;

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture and satisfy all requirements necessary to make this Fifth Supplemental Indenture a valid instrument in accordance with its terms, and all acts and things necessary have been done and performed to make this Fifth Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects:

NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I

DEFINITIONS; GENERAL

Section 1.1 Definition of Terms.

Unless the context otherwise requires (including for purposes of the Recitals):

(a) a term defined in the Indenture has the same meaning when used in this Fifth Supplemental Indenture unless otherwise specified herein;

(b) a term defined anywhere in this Fifth Supplemental Indenture has the same meaning throughout;

(d) headings are for convenience of reference only and do not affect interpretation.

Section 1.2 General. The terms of this Fifth Supplemental Indenture shall apply to each series of Securities issued under the Indenture the terms of which state that they have the benefit of the FDIC Debt Guarantee (such Securities, “Guaranteed Securities”) and shall not apply to any other series of Securities.

ARTICLE II

ADDITIONAL TERMS UNDER TLG PROGRAM

Section 2.1 FDIC Debt Guarantee Program. The parties to this Fifth Supplemental Indenture acknowledge that the Company has not opted out of the debt guarantee program (the “Debt Guarantee Program”) established by the FDIC under its TLG Program. As a result, each series of Guaranteed Securities is guaranteed under the FDIC TLG Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website, xxx.xxxx.xxx/xxxx. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.

Section 2.2 Representative.

(a) The Trustee is designated under this Fifth Supplemental Indenture as the duly authorized representative of the holder of Guaranteed Securities for purposes of making claims and taking other permitted or required actions under the Debt Guarantee Program (the “Representative”). Any holder may elect not to be represented by the Representative by providing written notice of such election to the Representative.

(b) Upon an uncured failure by the Company to make a timely payment of principal or interest under any Guaranteed Securities (a “Payment Default”), the Trustee, on behalf of all holders of such Guaranteed Securities that are represented by the Trustee, shall submit to the FDIC a demand for payment by the FDIC of such unpaid principal and interest, together with proof of such claim and such other documentation as may be required by the FDIC under the Debt Guarantee Program (i) in the case of any payment due by the Company prior to the final maturity or redemption of such Guaranteed Securities, on the date that the applicable cure period ends (or if such date is not a Business Day, the immediately succeeding Business Day) and (ii) in the case of any payment due by the Company on the final maturity date or on a redemption date for such Guaranteed Securities, on such final maturity date or redemption date (or if such date is not a Business Day, the immediately succeeding Business Day).

Section 2.3 Subrogation. The FDIC shall be subrogated to all of the rights of the holders of Guaranteed Securities and the Representative under this Fifth Supplemental Indenture against the Company in respect of any amounts paid to the holders, or for the benefit of the holders, by the FDIC pursuant to the Debt Guarantee Program.

Section 2.4 Assignment.

(a) The holders of Guaranteed Securities hereby authorize the Representative, at such time as the FDIC shall commence making any guarantee payments to the Representative for the benefit of the holders pursuant to the Debt Guarantee Program, to execute an assignment in the form attached to this Fifth Supplemental Indenture as Annex A pursuant to which the Representative shall assign to the FDIC its right as Representative to receive any and all payments from the Company under the Indenture and this Fifth Supplemental Indenture on behalf of the holders of Guaranteed Securities. The Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the Guaranteed Securities for all purposes of the Indenture, as supplemented by this Fifth Supplemental Indenture and upon any such assignment, the FDIC shall be deemed a holder under the Indenture, as supplemented by this Fifth Supplemental Indenture, for all purposes hereof, and the Company hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Indenture and of this Fifth Supplemental Indenture as a result of such assignment.

(b) Each holder of Guaranteed Securities that has exercised its right not to be represented by the Representative hereby agrees that, at such time as the FDIC shall commence making any guarantee payments to such holder pursuant to the Debt Guarantee Program, such holder shall execute an assignment in the form attached to this Fifth Supplemental Indenture as Annex A pursuant to which the holder shall assign to the FDIC its right to receive any and all payments from the Company under the Indenture and this Fifth Supplemental Indenture. The Company hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the Guaranteed Securities for all purposes of the Indenture, as supplemented by this Fifth Supplemental Indenture, and upon any such assignment, the FDIC shall be deemed a holder under the Indenture, as supplemented by this Fifth Supplemental Indenture, for all purposes thereof, and the Company hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Indenture and of this Fifth Supplemental Indenture as a result of such assignment.

Section 2.5 Surrender of Securities. If, at any time on or prior to the expiration of the period during which senior unsecured debt of the Company is guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”), payment in full shall be made pursuant to the Debt Guarantee Program on the outstanding principal of and accrued interest to such date on Guaranteed Securities of the Company, the holders shall, or the holders shall cause the person or entity in possession to, promptly surrender to the FDIC the certificate, note or other instrument evidencing such Guaranteed Securities, if any.

Section 2.6 Notice to FDIC. If, at any time prior to the earlier of (a) full satisfaction of the payment obligations of the Company with respect to Guaranteed Securities, or (b) expiration of the Effective Period, the Company is in default of any payment obligation with respect to Guaranteed Securities, including timely payment of any accrued and unpaid interest, without regard to any cure period, the Representative covenants and agrees that it shall provide written notice to the FDIC within one (1) Business Day of such payment default at the address set forth below, or at such other address or by such other means of delivery as the FDIC may specify from time to time.

The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch

Division of Resolutions and Receiverships

Attention: Master Agreement

000 00xx Xxxxxx X.X.

Xxxxxxxxxx, X.X. 00000

Section 2.7 Ranking. Any indebtedness of the Company to the FDIC arising under Section 2.03 of the Master Agreement dated December 1, 2008 entered into between the Company and the FDIC in connection with the Debt Guarantee Program (the “Master Agreement”) will constitute a senior unsecured general obligation of the Company, ranking pari passu with any indebtedness issued under the Indenture.

Section 2.8 Events of Default. Section 6.02 of the Indenture is hereby amended by adding the following sentence after the existing text:

“Notwithstanding anything to the contrary in the foregoing, no acceleration of amounts due on the Guaranteed Securities of any series will be permitted at any time that the FDIC is making timely guarantee payments on the Guaranteed Securities of such series in accordance with the Debt Guarantee Program.”

Section 2.9 Modifications. Without the express written consent of the FDIC, the parties hereto agree not to amend, modify, supplement or waive any provision in the Indenture or the Fifth Supplemental Indenture that is related to the principal, interest, payment, default or ranking of the Guaranteed Securities or that is required to be included herein in connection with the Debt Guarantee Program.

ARTICLE III

MISCELLANEOUS

Section 3.1 Trustee. The Trustee accepts the trusts created by this Fifth Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Fifth Supplemental Indenture or the due execution hereof by the Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

Section 3.2 Ratification. The Indenture as supplemented by this Fifth Supplemental Indenture is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.3 Counterparts.

This Fifth Supplemental Indenture may be executed in any number of separate counterparts each of which shall be an original for all purposes; but such separate counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, on the day and year first above written.

CITIGROUP INC.

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Assistant Treasurer

THE BANK OF NEW YORK MELLON,

as Trustee

By: /s/ Xxxxxxxxxxx Xxxxxx

Name: Xxxxxxxxxxx Xxxxxx

Title: Vice President

Annex A

FORM OF ASSIGNMENT1

This Assignment is made pursuant to the terms of Section 2.4 of the Fifth Supplemental Indenture, dated as of December 9, 2008, as amended from time to time (the “Agreement”), between The Bank of New York Mellon, as trustee (the “Representative”), acting on behalf of the holders of the debt issued under the Agreement who have not opted out of representation by the Representative (the “Holders”), and Citigroup Inc. (the “Issuer”) with respect to the debt obligations of the Issuer that are guaranteed under the Debt Guarantee Program. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

For value received, the Representative, on behalf of the Holders (the “Assignor”), hereby assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse, all of the Assignor’s respective rights, title and interest in and to: (a) the promissory note or other instrument evidencing the debt issued under the Agreement (the “Note”); (b) the Agreement pursuant to which the Note was issued; and (c) any other instrument or agreement executed by the Issuer regarding obligations of the Issuer under the Note or the Agreement (collectively, the “Assignment”).

The Assignor hereby certifies that:

1.	Without the FDIC’s prior written consent, the Assignor has not:

(a)

agreed to any amendment, modification, supplement or waiver of a provision that is related to the principal, interest, payment, default or ranking of the Guaranteed Securities, or any other provision of the Agreement that is required to be included in the Agreement pursuant to the Master Agreement or to any material deviation from the provisions thereof; or

(b)	accelerated the maturity of the Note.

[Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in the Note and related documentation, such Assignor must include the following representation.]

2. The Assignor has not assigned or otherwise transferred any interest in the Note or Agreement;

[Instructions to the Assignor: If the Assignor has assigned a partial interest in the Note and related documentation, the Assignor must include the following representation.]

1	This Form of Assignment shall be modified as appropriate if the assignment is being made by an individual debt holder rather than the Representative or if the debt being assigned is not in certificated form or otherwise represented by a written instrument.